Common use of Representations of the Company and the Transfer Agent Clause in Contracts

Representations of the Company and the Transfer Agent. (a) The Company represents to the Transfer Agent that all outstanding face-amount certificates are validly issued, fully paid and non-assessable by the Company. When face-amount certificates are hereafter issued in accordance with the terms of the Company's Certificate of Incorporation and the applicable prospectus or other governing documents, such face- amount certificates shall be validly issued, fully paid and non-assessable by the Company. (b) The Transfer Agent represents that it is registered under Section 17A(c) of the Securities Exchange Act of 1934. The Transfer Agent agrees to maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement and to comply with all applicable laws.